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<br /> <br />Affiliate of Seller except as Huyer shall have approved in <br />writing; or <br />(xii) (A) make any payment of any bonus, profit <br />sharing, pension or similar payment or arrangement or special <br />compensation to any of its employees; or (B) make any increase in <br />the compensation payable or to become payable to any of its <br />employees; or <br />(xiii) enter into any transaction or permit the <br />taking of any action that would result in any of the <br />representations and warranties in this Agreement or in any <br />Transaction Document not being true and correct in all material <br />respects immediately thereafter or at Closing. <br />Section 7.3 Undertakings. Each of Buyer and Seller shall <br />exercise commercially reasonable efforts to facilitate the <br />consummation of the transactions contemplated by this Agreement <br />so as to permit Closing to take place on the date provided herein <br />and to cause the satisfaction of conditions to Closing set forth <br />in Article 8. Each of Buyer and Seller shall cooperate with tha <br />other in connection with its efforts to satisfy the conditions to <br />Closing set forth in Article 8. <br />ARTICLE 8 <br />Conditions Precedent <br />Section 8.1 Conditions to Seller's Obligations. The <br />obligations of Seller to consummate the transactions contemplated <br />by this Agreement are subject to the following conditions: <br />(a) Accuracy of Representations. The representations <br />of Buyer in this Agreement or in any Transaction Document shall <br />be true and accurate in all material respects at and as of <br />Closing with the same effect as if made at and as of Closing, <br />except as affected by the transactions contemplated hereby. <br />(b) Performance of Agreements. Buyer shall have <br />performed all obligations and agreements and complied with all <br />covenants in this Agreement or in any Transaction Document to <br />which it is a party to be performed and complied with by it at or <br />before Closing. <br />(c) Legal Proceedings. There shall be no Legal <br />Requirement, and no Judgment shall have been entered and not <br />vacated by any Governmental Authority of competent jurisdiction <br />in any Litigation or arising therefrom, which enjoins, restrains, <br />makes illegal or prohibits consummation of the transactions <br />contemplated hereby or by any Transaction Document. <br />14 <br />